EXHIBIT
      A

    


    NEITHER
      THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE
      BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
      COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
      MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
      OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
      EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
      SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY
      AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED
      IN
      CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
      SECURITIES.

    


    Original
      Issue Date: July 8, 2008

    Original
      Conversion Price (subject to adjustment herein): $1.05

    


    $_______________

    


    10%
      ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE

    DUE
      July 8, 2011

    


    THIS
      10%
      ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE is one of a series of
      duly
      authorized and validly issued 10% Original Issue Discount Secured Convertible
      Debentures of QPC Lasers, Inc., a Nevada corporation (the “Company”),
      having its principal place of business at 15632 Roxford Street, Sylmar,
      California 91342, designated as its 10% Original Issue Discount Secured
      Convertible Debenture due July 8, 2011 (this debenture, the “Debenture”
and,
      collectively with the other debentures of such series, the “Debentures”).

    


    FOR
      VALUE
      RECEIVED, the Company promises to pay to ________________________ or its
      registered assigns (the “Holder”),
      or
      shall have paid pursuant to the terms hereunder, the principal sum of
      $_______________ on July 8, 2011 (the “Maturity
      Date”)
      or
      such earlier date as this Debenture is required or permitted to be repaid as
      provided hereunder, and to pay interest to the Holder on the aggregate
      unconverted and then outstanding principal amount of this Debenture in
      accordance with the provisions hereof. This Debenture is subject to the
      following additional provisions:

    


    Section
      1. Definitions.
      For the
      purposes hereof, in addition to the terms defined elsewhere in this Debenture,
      (a) capitalized terms not otherwise defined herein shall have the meanings
      set
      forth in the Purchase Agreement and (b) the following terms shall have the
      following meanings:

    



    
      
         

      

      
        1

        
          

        

      

      
         

      

    


    “Alternate
      Consideration”
shall
      have the meaning set forth in Section 5(e).

    


    “Bankruptcy
      Event”
means
      any of the following events: (a) the Company or any Significant Subsidiary
      (as
      such term is defined in Rule 1-02(w) of Regulation S-X) thereof commences a
      case
      or other proceeding under any bankruptcy, reorganization, arrangement,
      adjustment of debt, relief of debtors, dissolution, insolvency or liquidation
      or
      similar law of any jurisdiction relating to the Company or any Significant
      Subsidiary thereof, (b) there is commenced against the Company or any
      Significant Subsidiary thereof any such case or proceeding that is not dismissed
      within 60 days after commencement, (c) the Company or any Significant Subsidiary
      thereof is adjudicated insolvent or bankrupt or any order of relief or other
      order approving any such case or proceeding is entered, (d) the Company or
      any
      Significant Subsidiary thereof suffers any appointment of any custodian or
      the
      like for it or any substantial part of its property that is not discharged
      or
      stayed within 60 calendar days after such appointment, (e) the Company or any
      Significant Subsidiary thereof makes a general assignment for the benefit of
      creditors, (f) the Company or any Significant Subsidiary thereof calls a meeting
      of its creditors with a view to arranging a composition, adjustment or
      restructuring of its debts or (g) the Company or any Significant Subsidiary
      thereof, by any act or failure to act, expressly indicates its consent to,
      approval of or acquiescence in any of the foregoing or takes any corporate
      or
      other action for the purpose of effecting any of the foregoing.

    


    “Base
      Conversion Price”
shall
      have the meaning set forth in Section 5(b).

    


    “Beneficial
      Ownership Limitation”
shall
      have the meaning set forth in Section 4(c). 

    


    “Business
      Day”
means
      any day except any Saturday, any Sunday, any day which shall be a federal legal
      holiday in the United States or any day on which banking institutions in the
      State of New York are authorized or required by law or other governmental action
      to close.

    


    “Buy-In”
shall
      have the meaning set forth in Section 4(d)(v).

    


    “Change
      of Control Transaction”
means
      the occurrence after the date hereof of any of (a) an acquisition after the
      date
      hereof by an individual or legal entity or “group” (as described in Rule
      13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether
      through legal or beneficial ownership of capital stock of the Company, by
      contract or otherwise) of in excess of 33% of the voting securities of the
      Company (other than by means of conversion or exercise of the Debentures and
      the
      Securities issued together with the Debentures), (b) the Company merges into
      or
      consolidates with any other Person, or any Person merges into or consolidates
      with the Company and, after giving effect to such transaction, the stockholders
      of the Company immediately prior to such transaction own less than 50% of the
      aggregate voting power of the Company or the successor entity of such
      transaction, (c) the Company sells or transfers all or substantially all of
      its
      assets to another Person and the stockholders of the Company immediately prior
      to such transaction own less than 50% of the aggregate voting power of the
      acquiring entity immediately after the transaction, (d) a replacement at one
      time or within a three year period of more than one-half of the members of
      the
      Board of Directors which is not approved by a majority of those individuals
      who
      are members of the Board of Directors on the date hereof (or by those
      individuals who are serving as members of the Board of Directors on any date
      whose nomination to the Board of Directors was approved by a majority of the
      members of the Board of Directors who are members on the date hereof), or (e)
      the execution by the Company of an agreement to which the Company is a party
      or
      by which it is bound, providing for any of the events set forth in clauses
      (a)
      through (d) above.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    “Company
      Optional Redemption”
shall
      have the meaning set forth in Section 6(a).

    


    “Company
      Optional Redemption Amount”
means
      the sum of (a) 100% of the then outstanding principal amount of the Debenture,
      (b) accrued but unpaid interest and (c) all liquidated damages and other amounts
      due, if any, in respect of the Debenture.

    


    “Company
      Optional Redemption Date”
shall
      have the meaning set forth in Section 6(a).

    


    “Company
      Optional Redemption Notice”
shall
      have the meaning set forth in Section 6(a).

    


    “Company
      Optional Redemption Notice Date”
shall
      have the meaning set forth in Section 6(a).

    


    “Company
      Optional Redemption
      Period” shall
      have the meaning set forth in Section 6(a).

     

    “Conversion”
shall
      have the meaning ascribed to such term in Section 4. 

    


    “Conversion
      Date”
shall
      have the meaning set forth in Section 4(a).

    


    “Conversion
      Price”
shall
      have the meaning set forth in Section 4(b).

    


    “Conversion
      Schedule”
means
      the Conversion Schedule in the form of Schedule
      1
      attached
      hereto.

    


    “Conversion
      Shares”
means,
      collectively, the shares of Common Stock issuable upon conversion of this
      Debenture in accordance with the terms hereof.

    


    “Debenture
      Register”
shall
      have the meaning set forth in Section 2(c).

    


    “Dilutive
      Issuance”
shall
      have the meaning set forth in Section 5(b).


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    “Dilutive
      Issuance Notice”
shall
      have the meaning set forth in Section 5(b).

    


    “Equity
      Conditions”
means,
      during the period in question, (a)
      the
      Company shall have duly honored all conversions and redemptions scheduled to
      occur or occurring by virtue of one or more Notices of Conversion of the Holder,
      if any, (b) the Company shall have paid all liquidated damages and other amounts
      owing to the Holder, if any, in respect of this Debenture, (c)(i)
      there is an effective registration statement pursuant to which the Holder is
      permitted to utilize the prospectus thereunder to resell all of the shares
      of
      Common Stock issuable pursuant to the Transaction Documents (and the Company
      believes, in good faith, that such effectiveness will continue uninterrupted
      for
      the foreseeable future) or (ii) all of the Conversion Shares issuable pursuant
      to the Transaction Documents may be resold pursuant to Rule 144 without volume
      or manner-of-sale restrictions or current public information requirements as
      determined by the counsel to the Company pursuant to a written opinion letter
      to
      such effect, addressed and acceptable to the Transfer Agent and the Holder,
      (d)
      the Common Stock is trading on a Trading Market and all of the shares issuable
      pursuant to the Transaction Documents are listed or quoted for trading on such
      Trading Market (and the Company believes, in good faith, that trading of the
      Common Stock on a Trading Market will continue uninterrupted for the foreseeable
      future), (e) there is a sufficient number of authorized but unissued and
      otherwise unreserved shares of Common Stock for the issuance of all of the
      shares issuable pursuant to the Transaction Documents, (f) there is no existing
      Event of Default or no existing event which, with the passage of time or the
      giving of notice, would constitute an Event of Default, (g) the issuance of
      the
      shares in question (or, in the case of an Optional Redemption, the shares
      issuable upon conversion in full of the Optional Redemption Amount) to
      the
      Holder would not violate the limitations set forth in Section 4(c) herein,
      (h)
      there
      has been no public announcement of a pending or proposed Fundamental Transaction
      or Change of Control Transaction that has not been consummated, (i) the Holder
      is not in possession of any information provided by the Company that
      constitutes, or may constitute, material non-public information and (j) for
      each
      Trading Day in a period of 20 consecutive Trading Days prior to the applicable
      date in question, the daily trading volume for the Common Stock on the principal
      Trading Market exceeds $50,000 (subject to adjustment for forward and reverse
      stock splits and the like) per Trading Day.

    


    “Event
      of Default”
shall
      have the meaning set forth in Section 8(a).

    


    “Fundamental
      Transaction”
shall
      have the meaning set forth in Section 5(e).

     

    “Holder
      Optional Redemption”
shall
      have the meaning set forth in Section 6(b).

    


    “Holder
      Optional Redemption Amount”
means
      the sum of (a) 100% of the then outstanding principal amount of the Debenture,
      (b) accrued but unpaid interest and (c) all liquidated damages and other amounts
      due, if any, in respect of the Debenture.

    


    “Holder
      Optional Redemption Date”
shall
      have the meaning set forth in Section 6(b).


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    “Holder
      Optional Redemption Notice”
shall
      have the meaning set forth in Section 6(b).

    


    “Holder
      Optional Redemption Notice Date”
shall
      have the meaning set forth in Section 6(b).

    


    “Holder
      Optional Redemption
      Period” shall
      have the meaning set forth in Section 6(b).

     

    “Interest
      Conversion Rate”
means
      the lesser of (a) the Conversion Price or (b) 90% of the lesser of (i) the
      average of the VWAPs for the 20 consecutive Trading Days ending on the Trading
      Day that is immediately prior to the applicable Interest Payment Date or (ii)
      the average of the VWAPs for the 20 consecutive Trading Days ending on the
      Trading Day that is immediately prior to the date the applicable Interest
      Conversion Shares are issued and delivered if such delivery is after the
      Interest Payment Date.

    


    “Interest
      Conversion Shares”
shall
      have the meaning set forth in Section 2(a).

    


    “Interest
      Notice Period”
shall
      have the meaning set forth in Section 2(a).

     

    “Interest
      Payment Date”
shall
      have the meaning set forth in Section 2(a).

    


    “Interest
      Share Amount”
shall
      have the meaning set forth in Section 2(a).

    


    “Late
      Fees”
shall
      have the meaning set forth in Section 2(d).

    


    “Mandatory
      Default Amount”
means
      the sum of (a) the greater of (i) the outstanding principal amount of this
      Debenture, plus all accrued and unpaid interest hereon, divided by the
      Conversion Price on the date the Mandatory Default Amount is either (A) demanded
      (if demand or notice is required to create an Event of Default) or otherwise
      due
      or (B) paid in full, whichever has a lower Conversion Price, multiplied by
      the
      VWAP on the date the Mandatory Default Amount is either (x) demanded or
      otherwise due or (y) paid in full, whichever has a higher VWAP, or (ii) 120%
      of
      the outstanding principal amount of this Debenture, plus 100% of accrued and
      unpaid interest hereon, and (b) all other amounts, costs, expenses and
      liquidated damages due in respect of this Debenture.

    


    “New
      York Courts”
shall
      have the meaning set forth in Section 9(d).

    


    “Notice
      of Conversion”
shall
      have the meaning set forth in Section 4(a).

    


    “Original
      Issue Date”
means
      the date of the first issuance of the Debentures, regardless of any transfers
      of
      any Debenture and regardless of the number of instruments which may be issued
      to
      evidence such Debentures.


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    “Optional
      Redemption”
shall
      mean both the Holder Optional Redemption and the Company Optional Redemption.
      

    


    “Permitted
      Indebtedness”
means
      (a) the indebtedness evidenced by the Debentures and the Existing Debentures
      (as
      defined in the Purchase Agreement), and (b) the Indebtedness existing on the
      Original Issue Date and set forth on Schedule
      3.1(aa)
      attached
      to the Purchase Agreement.

    


    “Permitted
      Lien”
means
      the individual and collective reference to the following: (a) Liens for taxes,
      assessments and other governmental charges or levies not yet due or Liens for
      taxes, assessments and other governmental charges or levies being contested
      in
      good faith and by appropriate proceedings for which adequate reserves (in the
      good faith judgment of the management of the Company) have been established
      in
      accordance with GAAP; (b) Liens imposed by law which were incurred in the
      ordinary course of the Company’s business, such as carriers’, warehousemen’s and
      mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in
      the ordinary course of the Company’s business, and which (x) do not individually
      or in the aggregate materially detract from the value of such property or assets
      or materially impair the use thereof in the operation of the business of the
      Company and its consolidated Subsidiaries or (y) are being contested in good
      faith by appropriate proceedings, which proceedings have the effect of
      preventing for the foreseeable future the forfeiture or sale of the property
      or
      asset subject to such Lien; (c) Liens incurred in connection with Permitted
      Indebtedness under clauses (a) and (b) thereunder; (d) Liens incurred in
      connection with Permitted Indebtedness under clause (c) thereunder, provided
      that such Liens are not secured by assets of the Company or its Subsidiaries
      other than the assets so acquired or leased; and (e) Existing Liens (as defined
      in the Purchase Agreement). 

     

    “Purchase
      Agreement”
means
      the Securities Purchase Agreement, dated as of July 8, 2008 among the Company
      and the original Holders, as amended, modified or supplemented from time to
      time
      in accordance with its terms.

    


    “Securities
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

    


    “Share
      Delivery Date”
shall
      have the meaning set forth in Section 4(d)(ii).

    


    “Subsidiary”
shall
      have the meaning set forth in the Purchase Agreement.

    


    “Trading
      Day”
means
      a
      day on which the New York Stock Exchange is open for business.

    


    “Trading
      Market”
means
      the following markets or exchanges on which the Common Stock is listed or quoted
      for trading on the date in question: the American Stock Exchange, the Nasdaq
      Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
      the
      New York Stock Exchange or the OTC Bulletin Board.


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    “Transaction
      Documents”
shall
      have the meaning set forth in the Purchase Agreement.

    


    “VWAP”
means,
      for any date, the price determined by the first of the following clauses that
      applies: (a) if the Common Stock is then listed or quoted on a Trading Market,
      the daily volume weighted average price of the Common Stock for such date (or
      the nearest preceding date) on the Trading Market on which the Common Stock
      is
      then listed or quoted for trading as reported by Bloomberg L.P. (based on a
      Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City
      time)); (b)  if the OTC Bulletin Board is not a Trading Market, the volume
      weighted average price of the Common Stock for such date (or the nearest
      preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not then
      quoted for trading on the OTC Bulletin Board and if prices for the Common Stock
      are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a
      similar organization or agency succeeding to its functions of reporting prices),
      the most recent bid price per share of the Common Stock so reported; or
      (d) in all other cases, the fair market value of a share of Common Stock as
      determined by an independent appraiser selected in good faith by the Holder
      and
      reasonably acceptable to the Company.

    


    Section
      2. Interest.

     

    a) Payment
      of Interest in Cash or Kind.
      The
      Company shall pay interest to the Holder on the aggregate unconverted and then
      outstanding principal amount of this Debenture at the rate of 10% per annum,
      payable monthly on first Business Day of each month, beginning on the first
      such
      date after the Original Issue Date, on each Conversion Date (as to that
      principal amount then being converted), on each Optional Redemption Date (as
      to
      that principal amount then being redeemed) and on the Maturity Date (each such
      date, an “Interest
      Payment Date”)
      (if
      any Interest Payment Date is not a Business Day, then the applicable payment
      shall be due on the next succeeding Business Day), in cash or, at the Company’s
      option, in duly authorized, validly issued, fully paid and non-assessable shares
      of Common Stock at the Interest Conversion Rate (the dollar amount to be paid
      in
      shares, the “Interest
      Share Amount”)
      or a
      combination thereof; provided,
      however,
      that
      payment in shares of Common Stock may only occur if (i) all of the Equity
      Conditions have been met (unless waived by the Holder in writing) during the
      20
      Trading Days immediately prior to the applicable Interest Payment Date (the
      “Interest
      Notice Period”)
      and
      through and including the date such shares of Common Stock are actually issued
      to the Holder, (ii) the Company shall have given the Holder notice in accordance
      with the notice requirements set forth below and (iii) as to such Interest
      Payment Date, prior to such Interest Notice Period (but not more than five
      (5)
      Trading Days prior to the commencement of such Interest Notice Period), the
      Company shall have delivered to the Holder’s account with The Depository Trust
      Company a number of shares of Common Stock to be applied against such Interest
      Share Amount equal to the quotient of (x) the applicable Interest Share Amount
      divided by (y) the lesser of the (i) then Conversion Price and (ii) the Interest
      Conversion Rate assuming for such purposes that the Interest Payment Date is
      the
      Trading Day immediately prior to the commencement of the Interest Notice Period
      (the “Interest
      Conversion Shares”).
      


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    b) Company’s
      Election to Pay Interest in Cash or Shares of Common Stock.
      Subject
      to the terms and conditions herein, the decision whether to pay interest
      hereunder in cash, shares of Common Stock or a combination thereof shall be
      at
      the sole discretion of the Company. Prior to the commencement of any Interest
      Notice Period, the Company shall deliver to the Holder a written notice of
      its
      election to pay interest hereunder on the applicable Interest Payment Date
      either in cash, shares of Common Stock or a combination thereof and the Interest
      Share Amount as to the applicable Interest Payment Date, provided that the
      Company may indicate in such notice that the election contained in such notice
      shall apply to future Interest Payment Dates until revised by a subsequent
      notice. During any Interest Notice Period, the Company’s election (whether
      specific to an Interest Payment Date or continuous) shall be irrevocable as
      to
      such Interest Payment Date. Subject to the aforementioned conditions, failure
      to
      timely deliver such written notice to the Holder shall be deemed an election
      by
      the Company to pay the interest on such Interest Payment Date in cash. At any
      time the Company delivers a notice to the Holder of its election to pay the
      interest in shares of Common Stock, the Company shall timely file a prospectus
      supplement pursuant to Rule 424 disclosing such election. The aggregate number
      of shares of Common Stock otherwise issuable to the Holder on an Interest
      Payment Date shall be reduced by the number of Interest Conversion Shares
      previously issued to the Holder in connection with such Interest Payment
      Date.

    


    c) Interest
      Calculations.
      Interest shall be calculated on the basis of a 360-day year, consisting of
      twelve 30 calendar day periods, and shall accrue daily commencing on the
      Original Issue Date until payment in full of the outstanding principal, together
      with all accrued and unpaid interest, liquidated damages and other amounts
      which
      may become due hereunder, has been made. Payment of interest in shares of Common
      Stock (other than the Interest Conversion Shares issued prior to an Interest
      Notice Period) shall otherwise occur pursuant to Section 4(d)(ii) herein and,
      solely for purposes of the payment of interest in shares, the Interest Payment
      Date shall be deemed the Conversion Date. Interest shall cease to accrue with
      respect to any principal amount converted, provided that, the Company actually
      delivers the Conversion Shares within the time period required by Section
      4(d)(ii) herein. Interest hereunder will be paid to the Person in whose name
      this Debenture is registered on the records of the Company regarding
      registration and transfers of this Debenture (the “Debenture
      Register”).
      Except as otherwise provided herein, if at any time the Company pays interest
      partially in cash and partially in shares of Common Stock to the holders of
      the
      Debentures, then such payment of cash shall be distributed ratably among the
      holders of the then-outstanding Debentures based on their (or their
      predecessor’s) initial purchases of Debentures pursuant to the Purchase
      Agreement.

    


    d) Late
      Fee.
      All
      overdue accrued and unpaid interest to be paid hereunder shall entail a late
      fee
      at an interest rate equal to the lesser of 18% per annum or the maximum rate
      permitted by applicable law (the “Late
      Fees”)
      which
      shall accrue daily from the date such interest is due hereunder through and
      including the date of actual payment in full. Notwithstanding anything to the
      contrary contained herein, if, on any Interest Payment Date the Company has
      elected to pay accrued interest in the form of Common Stock but the Company
      is
      not permitted to pay accrued interest in Common Stock because it fails to
      satisfy the conditions for payment in Common Stock set forth in Section 2(a)
      herein, then, at the option of the Holder, the
      Company, in lieu of delivering either
      shares
      of
      Common Stock pursuant to this Section 2 or
      paying
      the regularly scheduled interest payment in cash, shall deliver, within three
      (3) Trading Days of each applicable Interest Payment Date, an amount in cash
      equal to the product of (x) the number of shares of Common Stock otherwise
      deliverable to the Holder in connection with the payment of interest due on
      such
      Interest Payment Date multiplied by (y) the highest VWAP during the period
      commencing on the Interest Payment Date and ending on the Trading Day prior
      to
      the date such payment is actually made. If any Interest Conversion Shares are
      issued to the Holder in connection with an Interest Payment Date and are not
      applied against an Interest Share Amount, then the Holder shall promptly return
      such excess shares to the Company.


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    e) Prepayment.
      Except
      as otherwise set forth in this Debenture, the Company may not prepay any portion
      of the principal amount of this Debenture without the prior written consent
      of
      the Holder. 

    


    Section
      3.  Registration
      of Transfers and Exchanges.
      

     

    a) Different
      Denominations.
      This
      Debenture is exchangeable for an equal aggregate principal amount of Debentures
      of different authorized denominations, as requested by the Holder surrendering
      the same. No service charge will be payable for such registration of transfer
      or
      exchange.

     

    b) Investment
      Representations.
      This
      Debenture has been issued subject to certain investment representations of
      the
      original Holder set forth in the Purchase Agreement and may be transferred
      or
      exchanged only in compliance with the Purchase Agreement and applicable federal
      and state securities laws and regulations. 

    


    c) Reliance
      on Debenture Register.
      Prior
      to due presentment for transfer to the Company of this Debenture, the Company
      and any agent of the Company may treat the Person in whose name this Debenture
      is duly registered on the Debenture Register as the owner hereof for the purpose
      of receiving payment as herein provided and for all other purposes, whether
      or
      not this Debenture is overdue, and neither the Company nor any such agent shall
      be affected by notice to the contrary.


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    Section
      4.  Conversion.

     

    a) Voluntary
      Conversion.
      At any
      time after the Original Issue Date until this Debenture is no longer
      outstanding, this Debenture shall be convertible, in whole or in part, into
      shares of Common Stock at the option of the Holder, at any time and from time
      to
      time (subject to the conversion limitations set forth in Section 4(c)
      hereof). The Holder shall effect conversions by delivering to the Company a
      Notice of Conversion, the form of which is attached hereto as Annex
      A
      (each, a
“Notice
      of Conversion”),
      specifying therein the principal amount of this Debenture to be converted and
      the date on which such conversion shall be effected (such date, the
“Conversion
      Date”).
      If no
      Conversion Date is specified in a Notice of Conversion, the Conversion Date
      shall be the date that such Notice of Conversion is deemed delivered hereunder.
      To effect conversions hereunder, the Holder shall not be required to physically
      surrender this Debenture to the Company unless the entire principal amount
      of
      this Debenture, plus all accrued and unpaid interest thereon, has been so
      converted. Conversions hereunder shall have the effect of lowering the
      outstanding principal amount of this Debenture in an amount equal to the
      applicable conversion. The Holder and the Company shall maintain records showing
      the principal amount(s) converted and the date of such conversion(s). The
      Company may deliver an objection to any Notice of Conversion within 1 Business
      Day of delivery of such Notice of Conversion. In the event of any dispute or
      discrepancy, the records of the Holder shall be controlling and determinative
      in
      the absence of manifest error. The
      Holder, and any assignee by acceptance of this Debenture, acknowledge and agree
      that, by reason of the provisions of this paragraph, following conversion of
      a
      portion of this Debenture, the unpaid and unconverted principal amount of this
      Debenture may be less than the amount stated on the face
      hereof.

     

    b) Conversion
      Price.
      The
      conversion price in effect on any Conversion Date shall be equal to $1.05,
      subject
      to adjustment herein (the “Conversion
      Price”).


    
      
         

      

      
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    c) Conversion
      Limitations.
      The
      Company shall not effect any conversion of this Debenture, and a Holder shall
      not have the right to convert any portion of this Debenture, to the extent
      that
      after giving effect to the conversion set forth on the applicable Notice of
      Conversion, the Holder (together with the Holder’s Affiliates, and any other
      person or entity acting as a group together with the Holder or any of the
      Holder’s Affiliates) would beneficially own in excess of the Beneficial
      Ownership Limitation (as defined below).  For purposes of the foregoing
      sentence, the number of shares of Common Stock beneficially owned by the Holder
      and its Affiliates shall include the number of shares of Common Stock issuable
      upon conversion of this Debenture with respect to which such determination
      is
      being made, but shall exclude the number of shares of Common Stock which are
      issuable upon (A) conversion of the remaining, unconverted principal amount
      of
      this Debenture beneficially owned by the Holder or any of its Affiliates and
      (B)
      exercise or conversion of the unexercised or unconverted portion of any other
      securities of the Company subject to a limitation on conversion or exercise
      analogous to the limitation contained herein (including, without limitation,
      any
      other Debentures or the Warrants) beneficially owned by the Holder or any of
      its
      Affiliates.  Except as set forth in the preceding sentence, for purposes of
      this Section 4(c), beneficial ownership shall be calculated in accordance with
      Section 13(d) of the Exchange Act and the rules and regulations promulgated
      thereunder. To the extent that the limitation contained in this Section 4(c)
      applies, the determination of whether this Debenture is convertible (in relation
      to other securities owned by the Holder together with any Affiliates) and of
      which principal amount of this Debenture is convertible shall be in the sole
      discretion of the Holder, and the submission of a Notice of Conversion shall
      be
      deemed to be the Holder’s determination of whether this Debenture may be
      converted (in relation to other securities owned by the Holder together with
      any
      Affiliates) and which principal amount of this Debenture is convertible, in
      each
      case subject to the Beneficial Ownership Limitation. To ensure compliance with
      this restriction, the Holder will be deemed to represent to the Company each
      time it delivers a Notice of Conversion that such Notice of Conversion has
      not
      violated the restrictions set forth in this paragraph and the Company shall
      have
      no obligation to verify or confirm the accuracy of such determination.
In
      addition, a determination as to any group status as contemplated above shall
      be
      determined in accordance with Section 13(d) of the Exchange Act and
      the
      rules and regulations promulgated thereunder. For
      purposes of this Section 4(c), in determining the number of outstanding shares
      of Common Stock, the Holder may rely on the number of outstanding shares of
      Common Stock as stated in the most recent of the following: (A) the Company’s
      most recent periodic or annual report, as the case may be; (B) a more recent
      public announcement by the Company; or (C) a more recent notice by the Company
      or the Company’s transfer agent setting forth the number of shares of Common
      Stock outstanding.  Upon the written or oral request of a Holder, the
      Company shall within two Trading Days confirm orally and in writing to the
      Holder the number of shares of Common Stock then outstanding.  In any case,
      the number of outstanding shares of Common Stock shall be determined after
      giving effect to the conversion or exercise of securities of the Company,
      including this Debenture, by the Holder or its Affiliates since the date as
      of
      which such number of outstanding shares of Common Stock was reported. The
“Beneficial
      Ownership Limitation”
shall
      be 4.99% of the number of shares of the Common Stock outstanding immediately
      after giving effect to the issuance of shares of Common Stock issuable upon
      conversion of this Debenture held by the Holder as determined in accordance
      with
      this Section 4(c). The Holder, upon not less than 61 days’ prior notice to the
      Company, may increase or decrease the Beneficial Ownership Limitation provisions
      of this Section 4(c), provided that the Beneficial Ownership Limitation in
      no
      event exceeds 9.99% of the number of shares of the Common Stock outstanding
      immediately after giving effect to the issuance of shares of Common Stock upon
      conversion of this Debenture held by the Holder and the Beneficial Ownership
      Limitation provisions of this Section 4(c) shall continue to apply. Any such
      increase or decrease will not be effective until the 61st
      day
      after such notice is delivered to the Company.  The
      Beneficial Ownership Limitation provisions of this paragraph shall be construed
      and implemented in a manner otherwise than in strict conformity with the terms
      of this Section 4(c) to correct this paragraph (or any portion hereof) which
      may
      be defective or inconsistent with the intended Beneficial Ownership Limitation
      contained herein or to make changes or supplements necessary or desirable to
      properly give effect to such limitation.
      The
      limitations contained in this paragraph shall apply to a successor holder of
      this
      Debenture.

     

    d) Mechanics
      of Conversion.

     

    i. Conversion
      Shares Issuable Upon Conversion of Principal Amount.
      The
      number of Conversion Shares issuable upon a conversion hereunder shall be
      determined by the quotient obtained by dividing (x) the outstanding principal
      amount of this Debenture to be converted by (y) the Conversion
      Price.


    
      
         

      

      
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    ii. Delivery
      of Certificate Upon Conversion.
      Not
      later than three Trading Days after each Conversion Date (the “Share
      Delivery Date”),
      the
      Company shall deliver, or cause to be delivered, to the Holder (A) a certificate
      or certificates representing the Conversion Shares which, on or after the
      earlier of (i) the six month anniversary of the Original Issue Date or (ii)
      the
      effective date of a registration statement, shall be free of restrictive legends
      and trading restrictions (other than those which may then be required by the
      Purchase Agreement) representing the number of Conversion Shares being acquired
      upon the conversion of this Debenture (including, if the Company has given
      continuous notice pursuant to Section 2(b) for payment of interest in shares
      of
      Common Stock at least 20 Trading Days prior to the date on which the Notice
      of
      Conversion is delivered to the Company, shares of Common Stock representing
      the
      payment of accrued interest otherwise determined pursuant to Section 2(a) but
      assuming that the Interest Notice Period is the 20 Trading Days period
      immediately prior to the date on which the Notice of Conversion is delivered
      to
      the Company and excluding for such issuance the condition that the Company
      deliver Interest Conversion Shares as to such interest payment) and (B) a bank
      check in the amount of accrued and unpaid interest (if the Company has elected
      or is required to pay accrued interest in cash). On or after the earlier of
      (i)
      the six month anniversary of the Original Issue Date or (ii) the effective
      date
      of a registration statement, the Company shall use its best efforts to deliver
      any certificate or certificates required to be delivered by the Company under
      this Section 4(d) electronically through the Depository Trust Company or another
      established clearing corporation performing similar functions. 

     

    iii. Failure
      to Deliver Certificates.
      If in
      the case of any Notice of Conversion such certificate or certificates are not
      delivered to or as directed by the applicable Holder by the third Trading Day
      after the Conversion Date, the Holder shall be entitled to elect by written
      notice to the Company at any time on or before its receipt of such certificate
      or certificates, to rescind such Conversion, in which event the Company shall
      promptly return to the Holder any original Debenture delivered to the Company
      and the Holder shall promptly return to the Company the Common Stock
      certificates representing the principal amount of this Debenture unsuccessfully
      tendered for conversion to the Company. 

     

    iv. Obligation
      Absolute; Partial Liquidated Damages.
      The
      Company’s obligations to issue and deliver the Conversion Shares upon conversion
      of this Debenture in accordance with the terms hereof are absolute and
      unconditional, irrespective of any action or inaction by the Holder to enforce
      the same, any waiver or consent with respect to any provision hereof, the
      recovery of any judgment against any Person or any action to enforce the same,
      or any setoff, counterclaim, recoupment, limitation or termination, or any
      breach or alleged breach by the Holder or any other Person of any obligation
      to
      the Company or any violation or alleged violation of law by the Holder or any
      other Person, and irrespective of any other circumstance which might otherwise
      limit such obligation of the Company to the Holder in connection with the
      issuance of such Conversion Shares; provided,
      however,
      that
      such delivery shall not operate as a waiver by the Company of any such action
      the Company may have against the Holder. In the event the Holder of this
      Debenture shall elect to convert any or all of the outstanding principal amount
      hereof, the Company may not refuse conversion based on any claim that the Holder
      or anyone associated or affiliated with the Holder has been engaged in any
      violation of law, agreement or for any other reason, unless an injunction from
      a
      court, on notice to Holder, restraining and or enjoining conversion of all
      or
      part of this Debenture shall have been sought and obtained, and the Company
      posts a surety bond for the benefit of the Holder in the amount of 150% of
      the
      outstanding principal amount of this Debenture, which is subject to the
      injunction, which bond shall remain in effect until the completion of
      arbitration/litigation of the underlying dispute and the proceeds of which
      shall
      be payable to the Holder to the extent it obtains judgment. In the absence
      of
      such injunction, the Company shall issue Conversion Shares or, if applicable,
      cash, upon a properly noticed conversion. If the Company fails for any reason
      to
      deliver to the Holder such certificate or certificates pursuant to Section
      4(d)(ii) by the third Trading Day after the Conversion Date, the Company shall
      pay to the Holder, in cash, as liquidated damages and not as a penalty, for
      each
      $1,000 of principal amount being converted, $10 per Trading Day (increasing
      to
      $20 per Trading Day on the fifth (5th)
      Trading
      Day after such liquidated damages begin to accrue) for each Trading Day after
      such third (3rd)
      Trading
      Day until such certificates are delivered. Nothing herein shall limit a Holder’s
      right to pursue actual damages or declare an Event of Default pursuant to
      Section 8 hereof for the Company’s failure to deliver Conversion Shares within
      the period specified herein and the Holder shall have the right to pursue all
      remedies available to it hereunder, at law or in equity including, without
      limitation, a decree of specific performance and/or injunctive relief. The
      exercise of any such rights shall not prohibit the Holder from seeking to
      enforce damages pursuant to any other Section hereof or under applicable
      law.


    
      
         

      

      
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    v. Compensation
      for Buy-In on Failure to Timely Deliver Certificates Upon
      Conversion.
      In
      addition to any other rights available to the Holder, if the Company fails
      for
      any reason to deliver to the Holder such certificate or certificates by the
      Share Delivery Date pursuant to Section 4(d)(ii), and if after such Share
      Delivery Date the Holder is required by its brokerage firm to purchase (in
      an
      open market transaction or otherwise), or the Holder’s brokerage firm otherwise
      purchases, shares of Common Stock to deliver in satisfaction of a sale by the
      Holder of the Conversion Shares which the Holder was entitled to receive upon
      the conversion relating to such Share Delivery Date (a “Buy-In”),
      then
      the Company shall (A) pay in cash to the Holder (in addition to any other
      remedies available to or elected by the Holder) the amount by which (x) the
      Holder’s total purchase price (including any brokerage commissions) for the
      Common Stock so purchased exceeds (y) the product of (1) the aggregate number
      of
      shares of Common Stock that the Holder was entitled to receive from the
      conversion at issue multiplied by (2) the actual sale price at which the sell
      order giving rise to such purchase obligation was executed (including any
      brokerage commissions) and (B) at the option of the Holder, either reissue
      (if
      surrendered) this Debenture in a principal amount equal to the principal amount
      of the attempted conversion or deliver to the Holder the number of shares of
      Common Stock that would have been issued if the Company had timely complied
      with
      its delivery requirements under Section 4(d)(ii). For example, if the Holder
      purchases Common Stock having a total purchase price of $11,000 to cover a
      Buy-In with respect to an attempted conversion of this Debenture with respect
      to
      which the actual sale price of the Conversion Shares (including any brokerage
      commissions) giving rise to such purchase obligation was a total of $10,000
      under clause (A) of the immediately preceding sentence, the Company shall be
      required to pay the Holder $1,000. The Holder shall provide the Company written
      notice indicating the amounts payable to the Holder in respect of the Buy-In
      and, upon request of the Company, evidence of the amount of such loss. Nothing
      herein shall limit a Holder’s right to pursue any other remedies available to it
      hereunder, at law or in equity including, without limitation, a decree of
      specific performance and/or injunctive relief with respect to the Company’s
      failure to timely deliver certificates representing shares of Common Stock
      upon
      conversion of this Debenture as required pursuant to the terms
      hereof.


    
      
         

      

      
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    vi. Reservation
      of Shares Issuable Upon Conversion.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      its authorized and unissued shares of Common Stock for the sole purpose of
      issuance upon conversion of this Debenture and payment of interest on this
      Debenture, each as herein provided, free from preemptive rights or any other
      actual contingent purchase rights of Persons other than the Holder (and the
      other holders of the Debentures), not less than the Required Minimum aggregate
      number of shares of the Common Stock as shall (subject to the terms and
      conditions set forth in the Purchase Agreement) be issuable (taking into account
      the adjustments and restrictions of Section 5) upon the conversion of the
      outstanding principal amount of this Debenture and payment of interest
      hereunder. If, on any date, the number of authorized but unissued (and otherwise
      unreserved) shares of Common Stock is less than the Required Minimum on such
      date, then the Company shall not be deemed in default of its covenants hereunder
      if the Board of Directors uses commercially reasonable efforts to amend the
      Company’s certificate or articles of incorporation to increase the number of
      authorized but unissued shares of Common Stock to at least the Required Minimum
      at such time, as soon as possible and in any event not later than the 75th
      day
      after such date. The Company covenants that all shares of Common Stock that
      shall be so issuable shall, upon issue, be duly authorized, validly issued,
      fully paid and nonassessable.

    


    vii. Fractional
      Shares.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the conversion of this Debenture. As to any fraction of a share which Holder
      would otherwise be entitled to purchase upon such conversion, the Company shall
      at its election, either pay a cash adjustment in respect of such final fraction
      in an amount equal to such fraction multiplied by the Conversion Price or round
      up to the next whole share.


    
      
         

      

      
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    viii. Transfer
      Taxes.
      The
      issuance of certificates for shares of the Common Stock on conversion of this
      Debenture shall be made without charge to the Holder hereof for any documentary
      stamp or similar taxes that may be payable in respect of the issue or delivery
      of such certificates, provided that, the Company shall not be required to pay
      any tax that may be payable in respect of any transfer involved in the issuance
      and delivery of any such certificate upon conversion in a name other than that
      of the Holder of this Debenture so converted and the Company shall not be
      required to issue or deliver such certificates unless or until the person or
      persons requesting the issuance thereof shall have paid to the Company the
      amount of such tax or shall have established to the satisfaction of the Company
      that such tax has been paid.

    


    Section
      5. Certain
      Adjustments.

     

    a) Stock
      Dividends and Stock Splits.
      If the
      Company, at any time while this Debenture is outstanding: (i) pays a stock
      dividend or otherwise makes a distribution or distributions payable in shares
      of
      Common Stock on shares of Common Stock or any Common Stock Equivalents (which,
      for avoidance of doubt, shall not include any shares of Common Stock issued
      by
      the Company upon conversion of, or payment of interest on, the Debentures),
      (ii)
      subdivides outstanding shares of Common Stock into a larger number of shares,
      (iii) combines (including by way of a reverse stock split) outstanding shares
      of
      Common Stock into a smaller number of shares or (iv) issues, in the event of
      a
      reclassification of shares of the Common Stock, any shares of capital stock
      of
      the Company, then the Conversion Price shall be multiplied by a fraction of
      which the numerator shall be the number of shares of Common Stock (excluding
      any
      treasury shares of the Company) outstanding immediately before such event and
      of
      which the denominator shall be the number of shares of Common Stock outstanding
      immediately after such event. Any adjustment made pursuant to this Section
      shall
      become effective immediately after the record date for the determination of
      stockholders entitled to receive such dividend or distribution and shall become
      effective immediately after the effective date in the case of a subdivision,
      combination or re-classification.

     

    b) Subsequent
      Equity Sales.
      If, at
      any time while this Debenture is outstanding, the Company or any Subsidiary,
      as
      applicable, sells or grants any option to purchase or sells or grants any right
      to reprice, or otherwise disposes of or issues (or announces any sale, grant
      or
      any option to purchase or other disposition), any Common Stock or Common Stock
      Equivalents entitling any Person to acquire shares of Common Stock at an
      effective price per share that is lower than the then Conversion Price (such
      lower price, the “Base
      Conversion Price”
and
      such issuances, collectively, a “Dilutive
      Issuance”)
      (if
      the holder of the Common Stock or Common Stock Equivalents so issued shall
      at
      any time, whether by operation of purchase price adjustments, reset provisions,
      floating conversion, exercise or exchange prices or otherwise, or due to
      warrants, options or rights per share which are issued in connection with such
      issuance, be entitled to receive shares of Common Stock at an effective price
      per share that is lower than the Conversion Price, such issuance shall be deemed
      to have occurred for less than the Conversion Price on such date of the Dilutive
      Issuance), then the Conversion Price shall be reduced to equal the Base
      Conversion Price. Such adjustment shall be made whenever such Common Stock
      or
      Common Stock Equivalents are issued. Notwithstanding the foregoing, no
      adjustment will be made under this Section 5(b) in respect of an Exempt
      Issuance. If the Company enters into a Variable Rate Transaction, despite the
      prohibition set forth in the Purchase Agreement, the Company shall be deemed
      to
      have issued Common Stock or Common Stock Equivalents at the lowest possible
      conversion price at which such securities may be converted or exercised. The
      Company shall notify the Holder in writing, no later than 1 Business Day
      following the issuance of any Common Stock or Common Stock Equivalents subject
      to this Section 5(b), indicating therein the applicable issuance price, or
      applicable reset price, exchange price, conversion price and other pricing
      terms
      (such notice, the “Dilutive
      Issuance Notice”).
      For
      purposes of clarification, whether or not the Company provides a Dilutive
      Issuance Notice pursuant to this Section 5(b), upon the occurrence of any
      Dilutive Issuance, the Holder is entitled to receive a number of Conversion
      Shares based upon the Base Conversion Price on or after the date of such
      Dilutive Issuance, regardless of whether the Holder accurately refers to the
      Base Conversion Price in the Notice of Conversion.


    
      
         

      

      
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    c) Subsequent
      Rights Offerings.
      If the
      Company, at any time while the Debenture is outstanding, shall issue rights,
      options or warrants to all holders of Common Stock (and not to Holders)
      entitling them to subscribe for or purchase shares of Common Stock at a price
      per share that is lower than the VWAP on the record date referenced below,
      then,
      unless waived in writing by Holders of at least 67% of the Principal Amount
      then
      outstanding of the Debentures, the Conversion Price shall be multiplied by
      a
      fraction of which the denominator shall be the number of shares of the Common
      Stock outstanding on the date of issuance of such rights or warrants plus the
      number of additional shares of Common Stock offered for subscription or
      purchase, and of which the numerator shall be the number of shares of the Common
      Stock outstanding on the date of issuance of such rights or warrants plus the
      number of shares which the aggregate offering price of the total number of
      shares so offered (assuming delivery to the Company in full of all consideration
      payable upon exercise of such rights, options or warrants) would purchase at
      such VWAP. Such adjustment shall be made whenever such rights or warrants are
      issued, and shall become effective immediately after the record date for the
      determination of stockholders entitled to receive such rights, options or
      warrants. 

     

    d) Pro
      Rata Distributions.
      If the
      Company, at any time while this Debenture is outstanding, distributes to all
      holders of Common Stock (and not to the Holders) evidences of its indebtedness
      or assets (including cash and cash dividends) or rights or warrants to subscribe
      for or purchase any security (other than the Common Stock, which shall be
      subject to Section 5(b)), then in each such case the Conversion Price shall
      be
      adjusted by multiplying such Conversion Price in effect immediately prior to
      the
      record date fixed for determination of stockholders entitled to receive such
      distribution by a fraction of which the denominator shall be the VWAP determined
      as of the record date mentioned above, and of which the numerator shall be
      such
      VWAP on such record date less the then fair market value at such record date
      of
      the portion of such assets or evidence of indebtedness so distributed applicable
      to 1 outstanding share of the Common Stock as determined by the Board of
      Directors of the Company in good faith. In either case the adjustments shall
      be
      described in a statement delivered to the Holder describing the portion of
      assets or evidences of indebtedness so distributed or such subscription rights
      applicable to 1 share of Common Stock. Such adjustment shall be made whenever
      any such distribution is made and shall become effective immediately after
      the
      record date mentioned above.


    
      
         

      

      
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    e) Fundamental
      Transaction.
      If, at
      any time while this Debenture is outstanding, (i) the Company effects any merger
      or consolidation of the Company with or into another Person, (ii) the Company
      effects any sale of all or substantially all of its assets in one transaction
      or
      a series of related transactions, (iii) any tender offer or exchange offer
      (whether by the Company or another Person) is completed pursuant to which
      holders of Common Stock are permitted to tender or exchange their shares for
      other securities, cash or property, or (iv) the Company effects any
      reclassification of the Common Stock or any compulsory share exchange pursuant
      to which the Common Stock is effectively converted into or exchanged for other
      securities, cash or property (in any such case, a “Fundamental
      Transaction”),
      then,
      upon any subsequent conversion of this Debenture, the Holder shall have the
      right to receive, for each Conversion Share that would have been issuable upon
      such conversion immediately prior to the occurrence of such Fundamental
      Transaction, the same kind and amount of securities, cash or property as it
      would have been entitled to receive upon the occurrence of such Fundamental
      Transaction if it had been, immediately prior to such Fundamental Transaction,
      the holder of 1 share of Common Stock (the “Alternate
      Consideration”).
      For
      purposes of any such conversion, the determination of the Conversion Price
      shall
      be appropriately adjusted to apply to such Alternate Consideration based on
      the
      amount of Alternate Consideration issuable in respect of 1 share of Common
      Stock
      in such Fundamental Transaction, and the Company shall apportion the Conversion
      Price among the Alternate Consideration in a reasonable manner reflecting the
      relative value of any different components of the Alternate Consideration.
      If
      holders of Common Stock are given any choice as to the securities, cash or
      property to be received in a Fundamental Transaction, then the Holder shall
      be
      given the same choice as to the Alternate Consideration it receives upon any
      conversion of this Debenture following such Fundamental Transaction. To the
      extent necessary to effectuate the foregoing provisions, any successor to the
      Company or surviving entity in such Fundamental Transaction shall issue to
      the
      Holder a new debenture consistent with the foregoing provisions and evidencing
      the Holder’s right to convert such debenture into Alternate Consideration. The
      terms of any agreement pursuant to which a Fundamental Transaction is effected
      shall include terms requiring any such successor or surviving entity to comply
      with the provisions of this Section 5(e) and insuring that this Debenture (or
      any such replacement security) will be similarly adjusted upon any subsequent
      transaction analogous to a Fundamental Transaction.


    
      
         

      

      
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    f) Calculations.
      All
      calculations under this Section 5 shall be made to the nearest cent or the
      nearest 1/100th of a share, as the case may be. For purposes of this Section
      5,
      the number of shares of Common Stock deemed to be issued and outstanding as
      of a
      given date shall be the sum of the number of shares of Common Stock (excluding
      any treasury shares of the Company) issued and outstanding.

    


    g) Notice
      to the Holder.

    


    i. Adjustment
      to Conversion Price.
      Whenever the Conversion Price is adjusted pursuant to any provision of this
      Section 5, the Company shall promptly deliver to each Holder a notice setting
      forth the Conversion Price after such adjustment and setting forth a brief
      statement of the facts requiring such adjustment. 

     

    ii. Notice
      to Allow Conversion by Holder.
      If (A)
      the Company shall declare a dividend (or any other distribution in whatever
      form) on the Common Stock, (B) the Company shall declare a special nonrecurring
      cash dividend on or a redemption of the Common Stock, (C) the Company shall
      authorize the granting to all holders of the Common Stock of rights or warrants
      to subscribe for or purchase any shares of capital stock of any class or of
      any
      rights, (D) the approval of any stockholders of the Company shall be required
      in
      connection with any reclassification of the Common Stock, any consolidation
      or
      merger to which the Company is a party, any sale or transfer of all or
      substantially all of the assets of the Company, of any compulsory share exchange
      whereby the Common Stock is converted into other securities, cash or property
      or
      (E) the Company shall authorize the voluntary or involuntary dissolution,
      liquidation or winding up of the affairs of the Company, then, in each case,
      the
      Company shall cause to be filed at each office or agency maintained for the
      purpose of conversion of this Debenture, and shall cause to be delivered
      to the Holder at its last address as it shall appear upon the Debenture
      Register, at least twenty (20) calendar days prior to the applicable record
      or
      effective date hereinafter specified, a notice stating (x) the date on which
      a
      record is to be taken for the purpose of such dividend, distribution,
      redemption, rights or warrants, or if a record is not to be taken, the date
      as
      of which the holders of the Common Stock of record to be entitled to such
      dividend, distributions, redemption, rights or warrants are to be determined
      or
      (y) the date on which such reclassification, consolidation, merger, sale,
      transfer or share exchange is expected to become effective or close, and the
      date as of which it is expected that holders of the Common Stock of record
      shall
      be entitled to exchange their shares of the Common Stock for securities, cash
      or
      other property deliverable upon such reclassification, consolidation, merger,
      sale, transfer or share exchange, provided that the failure to deliver such
      notice or any defect therein or in the delivery thereof shall not affect the
      validity of the corporate action required to be specified in such notice;
      provided that the failure to mail such notice or any defect therein or in the
      mailing thereof shall not affect the validity of the corporate action required
      to be specified in such notice. The Holder is entitled to convert this Debenture
      during the 20-day period commencing on the date of such notice through the
      effective date of the event triggering such notice. 


    
      
         

      

      
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    Section
      6. Optional
      Redemption.

    


    a) Optional
      Redemption at Election of Company.
      Subject
      to the provisions of this Section 6(a), at any time after Original Issue Date,
      the Company may deliver a notice to the Holder (an “Company
      Optional Redemption Notice”
and
      the
      date such notice is deemed delivered hereunder, the “Company
      Optional Redemption Notice Date”)
      of its
      irrevocable election to redeem some or all of the then outstanding principal
      amount of this Debenture for cash in an amount equal to the Company Optional
      Redemption Amount on the 20th
      Trading
      Day following the Company Optional Redemption Notice Date (such date, the
“Company
      Optional Redemption Date”,
      such
      20 Trading Day period, the “Company
      Optional Redemption Period”
and
      such redemption, the “Company
      Optional Redemption”).
      The
      Company Optional Redemption Amount is payable in full on the Company Optional
      Redemption Date. The Company covenants and agrees that it will honor all Notices
      of Conversion tendered from the time of delivery of the Company Optional
      Redemption Notice through the date all amounts owing thereon are due and paid
      in
      full. The
      Company’s determination to pay a Company
      Optional
      Redemption in cash shall be applied ratably to all of the holders of the then
      outstanding Debentures based on their (or their predecessor’s) initial purchases
      of Debentures pursuant to the Purchase Agreement.

    


    b) Optional
      Redemption at Election of Holder.
      Subject
      to the provisions of this Section 6(b), at any time after the consummation
      by
      the Company of a financing transaction for gross proceeds to the Company of
      an
      amount equal to the remaining outstanding Principal Amount of all remaining
      Debentures at such time, the Holder may deliver a notice to the Company (an
      “Holder
      Optional Redemption Notice”
and
      the
      date such notice is deemed delivered hereunder, the “Holder
      Optional Redemption Notice Date”)
      of its
      election to require the Company redeem some or all of the then outstanding
      principal amount of this Debenture for cash in an amount equal to the Holder
      Optional Redemption Amount on the 20th
      Trading
      Day following the Holder Optional Redemption Notice Date (such date, the
“Holder
      Optional Redemption Date”,
      such
      20 Trading Day period, the “Holder
      Optional Redemption Period”
and
      such redemption, the “Holder
      Optional Redemption”).
      The
      Holder Optional Redemption Amount is payable in full on the Holder Optional
      Redemption Date. The Company covenants and agrees that it will honor all Notices
      of Conversion tendered from the time of delivery of the Holder Optional
      Redemption Notice through the date all amounts owing thereon are due and paid
      in
      full. 


    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    c) Redemption
      Procedure.
      The
      payment of cash or issuance of Common Stock, as applicable, pursuant to an
      Optional Redemption shall be payable on the Company Optional Redemption Date
      or
      the Holder Optional Redemption Date, as applicable. If any portion of the
      payment pursuant to an Optional Redemption shall not be paid by the Company
      by
      the applicable due date, interest shall accrue thereon at an interest rate
      equal
      to the lesser of 18% per annum or the maximum rate permitted by applicable
      law
      until such amount is paid in full. Notwithstanding anything herein contained
      to
      the contrary, if any portion of the Company Optional Redemption Amount or the
      Holder Optional Redemption Amount remains unpaid after such date, the Holder
      may
      elect, by written notice to the Company given at any time thereafter,
      to invalidate such Optional Redemption, ab initio,
      and,
      with respect to the Company’s failure to honor the Optional Redemption, the
      Company shall have no further right to exercise such Optional Redemption.
      Notwithstanding anything to the contrary in this Section 6, the Company’s
      determination to redeem in cash shall be applied ratably among the Holders
      of
      Debentures.
      The
      Holder may elect to convert the outstanding principal amount of the Debenture
      pursuant to Section 4 prior to actual payment in cash for any redemption under
      this Section 6 by the delivery of a Notice of Conversion to the
      Company.

     

    Section
      7. Negative
      Covenants.
      As long
      as any portion of this Debenture remains outstanding, unless waived in writing
      by Holders of at least 67% of the Principal Amount then outstanding of the
      Debentures, the Company shall not, and shall not permit any of its subsidiaries
      (whether or not a Subsidiary on the Original Issue Date) to, directly or
      indirectly:

    


    a) other
      than Permitted Indebtedness, enter into, create, incur, assume, guarantee or
      suffer to exist any indebtedness for borrowed money of any kind, including,
      but
      not limited to, a guarantee, on or with respect to any of its property or assets
      now owned or hereafter acquired or any interest therein or any income or profits
      therefrom;

     

    b) other
      than Permitted Liens, enter into, create, incur, assume or suffer to exist
      any
      Liens of any kind, on or with respect to any of its property or assets now
      owned
      or hereafter acquired or any interest therein or any income or profits
      therefrom;

    


    c) amend
      its
      charter documents, including, without limitation, its certificate of
      incorporation and bylaws, in any manner that materially and adversely affects
      any rights of the Holder;

    


    d) repay,
      repurchase or offer to repay, repurchase or otherwise acquire more than a
de minimis
      number
      of shares of its Common Stock or Common Stock Equivalents other than as to
      (i)
      the Conversion Shares or Warrant Shares as permitted or required under the
      Transaction Documents, (ii) repurchases of Common Stock or Common Stock
      Equivalents of departing officers and directors of the Company, provided that
      such repurchases shall not exceed an aggregate of $100,000 for all officers
      and
      directors during the term of this Debenture, and (iii) the principal
      and interest payments due under the Existing Debentures.

    


    e) repay,
      repurchase or offer to repay, repurchase or otherwise acquire any Indebtedness,
      other than the Debentures if on a pro-rata basis, other than regularly scheduled
      principal and interest payments as such terms are in effect as of the Original
      Issue Date (including without limitations principal and interest payments due
      under the Existing Debentures), provided that such payments shall not be
      permitted if, at such time, or after giving effect to such payment, any Event
      of
      Default exist or occur;


    
      
         

      

      
        20

        
          

        

      

      
         

      

    


    


    f) pay
      cash
      dividends or distributions on any equity securities of the Company;

    


    g) enter
      into any transaction with any Affiliate of the Company which would be required
      to be disclosed in any public filing with the Commission, unless such
      transaction is made on an arm’s-length basis and expressly approved by a
      majority of the disinterested directors of the Company (even if less than a
      quorum otherwise required for board approval); or

    


    h) enter
      into any agreement with respect to any of the foregoing.

     

    Section
      8. Events
      of Default.
      

    


    a) “Event
      of Default”
means,
      wherever used herein, any of the following events (whatever the reason for
      such
      event and whether such event shall be voluntary or involuntary or effected
      by
      operation of law or pursuant to any judgment, decree or order of any court,
      or
      any order, rule or regulation of any administrative or governmental
      body):

    


    i. any
      default in the payment of (A) the principal amount of any Debenture or (B)
      interest, liquidated damages and other amounts owing to a Holder on any
      Debenture, as and when the same shall become due and payable (whether on a
      Conversion Date or the Maturity Date or by acceleration or otherwise) which
      default, solely in the case of an interest payment or other default under clause
      (B) above, is not cured within five (5) Trading Days;

     

    ii. the
      Company shall fail to observe or perform any other covenant or agreement
      contained in the Debentures (other than a breach by the Company of its
      obligations to deliver shares of Common Stock to the Holder upon conversion,
      which breach is addressed in clause (ix) below) which failure is not cured,
      if
      possible to cure, within 10 Trading Days after notice of such failure sent
      by
      the Holder or by any other Holder
      to the
      Company;

    


    iii. a
      default
      or event of default (subject to any grace or cure period provided in the
      applicable agreement, document or instrument) shall occur under (A) any of
      the
      Transaction Documents or (B) any other material agreement, lease, document
      or
      instrument to which the Company or any Subsidiary is obligated (and not covered
      by clause (vi) below);

    


    iv. any
      representation
      or warranty made in this Debenture, any other Transaction Documents, any written
      statement pursuant hereto or thereto or any other report, financial statement
      or
      certificate made or delivered to the Holder or any other Holder shall
      be
      untrue or incorrect in any material respect as of the date when made or deemed
      made;


    
      
         

      

      
        21

        
          

        

      

      
         

      

    


    v. the
      Company or any Significant Subsidiary (as such term is defined in Rule 1-02(w)
      of Regulation S-X) shall be subject to a Bankruptcy Event;

     

    vi. the
      Company or any Subsidiary shall default on any of its obligations under any
      mortgage, credit agreement or other facility, indenture agreement, factoring
      agreement or other instrument under which there may be issued, or by which
      there
      may be secured or evidenced, any indebtedness for borrowed money or money due
      under any long term leasing or factoring arrangement that (a) involves an
      obligation greater than $150,000, whether such indebtedness now exists or shall
      hereafter be created, and (b) results in such indebtedness becoming or being
      declared due and payable prior to the date on which it would otherwise become
      due and payable; 

    


    vii. the
      Common Stock shall not be eligible for listing or quotation for trading on
      a
      Trading Market and shall not be eligible to resume listing or quotation for
      trading thereon within five Trading Days;

    


    viii. the
      Company shall be a party to any Change of Control Transaction or Fundamental
      Transaction or shall agree to sell or dispose of all or in excess of 33% of
      its
      assets in one transaction or a series of related transactions (whether or not
      such sale would constitute a Change of Control Transaction), unless any such
      transaction has been consented to in writing by Holders of at least 67% of
      the
      Principal Amount then outstanding of the Debentures;

    


    ix. the
      Company shall fail for any reason to deliver certificates to a Holder prior
      to
      the seventh (7th)
      Trading
      Day after a Conversion Date pursuant to Section 4(d) or the Company shall
      provide at any time notice to the Holder, including by way of public
      announcement, of the Company’s intention to not honor requests for conversions
      of any Debentures in accordance with the terms hereof;

    


    x. any
      Person shall breach any agreement delivered to the initial Holders pursuant
      to
      Section 2.2 of the Purchase Agreement; or

    


    xi. any
      monetary judgment, writ or similar final process shall be entered or filed
      against the Company, any subsidiary or any of their respective property or
      other
      assets for more than $100,000, and such judgment, writ or similar final process
      shall remain unvacated, unbonded or unstayed for a period of 45 calendar days,
      unless consented to in writing by Holders of at least 67% of the Principal
      Amount then outstanding of the Debentures.


    
      
         

      

      
        22

        
          

        

      

      
         

      

    


    


    b) Remedies
      Upon Event of Default.
      If any
      Event of Default occurs, the outstanding principal amount of this Debenture,
      plus accrued but unpaid interest, liquidated damages and other amounts owing
      in
      respect thereof through the date of acceleration, shall become, at the Holder’s
      election, immediately due and payable in cash at the Mandatory Default Amount.
      Commencing 5 days after the occurrence of any Event of Default that results
      in
      the eventual acceleration of this Debenture, the interest rate on this Debenture
      shall accrue at an interest rate equal to the lesser of 18% per annum or the
      maximum rate permitted under applicable law. Upon the payment in full of the
      Mandatory Default Amount, the Holder shall promptly surrender this Debenture
      to
      or as directed by the Company. In connection with such acceleration described
      herein, the Holder need not provide, and the Company hereby waives, any
      presentment, demand, protest or other notice of any kind, and the Holder may
      immediately and without expiration of any grace period enforce any and all
      of
      its rights and remedies hereunder and all other remedies available to it under
      applicable law. Such acceleration may be rescinded and annulled by Holder at
      any
      time prior to payment hereunder and the Holder shall have all rights as a holder
      of the Debenture until such time, if any, as the Holder receives full payment
      pursuant to this Section 8(b). No such rescission or annulment shall affect
      any
      subsequent Event of Default or impair any right consequent thereon.

    


    Section
      9. Miscellaneous.
      

     

    a) Notices.
      Any and
      all notices or other communications or deliveries to be provided by the Holder
      hereunder, including, without limitation, any Notice of Conversion, shall be
      in
      writing and delivered personally, by facsimile, or sent by a nationally
      recognized overnight courier service, addressed to the Company, at the address
      set forth above, or such other facsimile number or address as the Company may
      specify for such purpose by notice to the Holder delivered in accordance with
      this Section 9(a). Any and all notices or other communications or deliveries
      to
      be provided by the Company hereunder shall be in writing and delivered
      personally, by facsimile, or sent by a nationally recognized overnight courier
      service addressed to each Holder at the facsimile number or address of the
      Holder appearing on the books of the Company, or if no such facsimile number
      or
      address appears, at the principal place of business of the Holder. Any notice
      or
      other communication or deliveries hereunder shall be deemed given and effective
      on the earliest of (i) the date of transmission, if such notice or communication
      is delivered via facsimile at the facsimile number specified on the signature
      page prior to 5:30 p.m. (New York City time), (ii) the date immediately
      following the date of transmission, if such notice or communication is delivered
      via facsimile at the facsimile number specified on the signature page between
      5:30 p.m. (New York City time) and 11:59 p.m. (New York City time) on any date,
      (iii) the second Business Day following the date of mailing, if sent by
      nationally recognized overnight courier service or (iv) upon actual receipt
      by
      the party to whom such notice is required to be given.


    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    b) Absolute
      Obligation.
      Except
      as expressly provided herein, no provision of this Debenture shall alter or
      impair the obligation of the Company, which is absolute and unconditional,
      to
      pay the principal of, liquidated damages and accrued interest, as applicable,
      on
      this Debenture at the time, place, and rate, and in the coin or currency, herein
      prescribed. This Debenture is a direct debt obligation of the Company. This
      Debenture ranks pari passu
      with all
      other Debentures now or hereafter issued under the terms set forth
      herein.  

     

    c) Lost
      or Mutilated Debenture.
      If this
      Debenture shall be mutilated, lost, stolen or destroyed, the Company shall
      execute and deliver, in exchange and substitution for and upon cancellation
      of a
      mutilated Debenture, or in lieu of or in substitution for a lost, stolen or
      destroyed Debenture, a new Debenture for the principal amount of this Debenture
      so mutilated, lost, stolen or destroyed, but only upon receipt of evidence
      of
      such loss, theft or destruction of such Debenture, and of the ownership hereof,
      reasonably satisfactory to the Company.

    


    d) Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Debenture shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflict of laws thereof. Each party agrees that all legal
      proceedings concerning the interpretation, enforcement and defense of the
      transactions contemplated by any of the Transaction Documents (whether brought
      against a party hereto or its respective Affiliates, directors, officers,
      shareholders, employees or agents) shall be commenced in the state and federal
      courts sitting in the City of New York, Borough of Manhattan (the “New
      York Courts”).
      Each
      party hereto hereby irrevocably submits to the exclusive jurisdiction of the
      New
      York Courts for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein
      (including with respect to the enforcement of any of the Transaction Documents),
      and hereby irrevocably waives, and agrees not to assert in any suit, action
      or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      such New York Courts, or such New York Courts are improper or inconvenient
      venue
      for such proceeding. Each party hereby irrevocably waives personal service
      of
      process and consents to process being served in any such suit, action or
      proceeding by mailing a copy thereof via registered or certified mail or
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Debenture and agrees that such service
      shall
      constitute good and sufficient service of process and notice thereof. Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any other manner permitted by applicable law. Each party hereto hereby
      irrevocably waives, to the fullest extent permitted by applicable law, any
      and
      all right to trial by jury in any legal proceeding arising out of or relating
      to
      this Debenture or the transactions contemplated hereby. If either party shall
      commence an action or proceeding to enforce any provisions of this Debenture,
      then the prevailing party in such action or proceeding shall be reimbursed
      by
      the other party for its attorneys fees and other costs and expenses incurred
      in
      the investigation, preparation and prosecution of such action or
      proceeding.


    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    e) Waiver.
      Any
      provisions of this Debenture or any performance hereunder may be amended or
      waived only by an agreement in writing and signed by the Company and the Holders
      of at least 67% of the Principal Amount then outstanding of the Debentures.
      Any
      amendment or waiver effected in accordance with this Section 9(e) shall be
      binding upon the Company, the Holder and all other holders of the Debentures,
      and their transferees, successors and assigns. Notwithstanding the foregoing,
      any amendment or waiver that would result in (i) a change in the interest rate
      payable hereunder; (ii) a waiver of any payment of interest or principal due
      hereunder; or (iii) an increase (but not a decrease) in the Conversion Price,
      may be effected only by an agreement in writing and signed by the Company and
      the party against whom enforcement of any waiver, discharge or amendment is
      sought. Any waiver by the Company or the Holder of a breach of any provision
      of
      this Debenture shall not operate as or be construed to be a waiver of any other
      breach of such provision or of any breach of any other provision of this
      Debenture. The failure of the Company or the Holder to insist upon strict
      adherence to any term of this Debenture on one or more occasions shall not
      be
      considered a waiver or deprive that party of the right thereafter to insist
      upon
      strict adherence to that term or any other term of this Debenture. 

     

    f) Severability.
      If any
      provision of this Debenture is invalid, illegal or unenforceable, the balance
      of
      this Debenture shall remain in effect, and if any provision is inapplicable
      to
      any Person or circumstance, it shall nevertheless remain applicable to all
      other
      Persons and circumstances. If it shall be found that any interest or other
      amount deemed interest due hereunder violates the applicable law governing
      usury, the applicable rate of interest due hereunder shall automatically be
      lowered to equal the maximum rate of interest permitted under applicable law.
      The Company covenants (to the extent that it may lawfully do so) that it shall
      not at any time insist upon, plead, or in any manner whatsoever claim or take
      the benefit or advantage of, any stay, extension or usury law or other law
      which
      would prohibit or forgive the Company from paying all or any portion of the
      principal of or interest on this Debenture as contemplated herein, wherever
      enacted, now or at any time hereafter in force, or which may affect the
      covenants or the performance of this indenture, and the Company (to the extent
      it may lawfully do so) hereby expressly waives all benefits or advantage of
      any
      such law, and covenants that it will not, by resort to any such law, hinder,
      delay or impede the execution of any power herein granted to the Holder, but
      will suffer and permit the execution of every such as though no such law has
      been enacted.

     

    g) Next
      Business Day.
      Whenever any payment or other obligation hereunder shall be due on a day other
      than a Business Day, such payment shall be made on the next succeeding Business
      Day.

    


    h) Headings.
      The
      headings contained herein are for convenience only, do not constitute a part
      of
      this Debenture and shall not be deemed to limit or affect any of the provisions
      hereof.

    



    
      
         

      

      
        25

        
          

        

      

      
         

      

    


    i) Assumption. 
      Any successor to the Company or any surviving entity in a Fundamental
      Transaction shall (i) assume, prior to such Fundamental Transaction, all of
      the
      obligations of the Company under this Debenture and the other Transaction
      Documents pursuant to written agreements in form and substance satisfactory
      to
      the Holder (such approval not to be unreasonably withheld or delayed) and (ii)
      issue to the Holder a new debenture of such successor entity evidenced by a
      written instrument substantially similar in form and substance to this
      Debenture, including, without limitation, having a principal amount and interest
      rate equal to the principal amount and the interest rate of this Debenture
      and
      having similar ranking to this Debenture, which shall be satisfactory to the
      Holder (any such approval not to be unreasonably withheld or delayed).  The
      provisions of this Section 9(i) shall apply similarly and equally to successive
      Fundamental Transactions and shall be applied without regard to any limitations
      of this Debenture.

    


    j) Secured
      Obligation.
      The
      obligations of the Company under this Debenture are secured by all assets of
      the
      Company and each Subsidiary pursuant to the Security Agreement, dated as of
      July
      8, 2008 between the Company, the Subsidiaries of the Company and the Secured
      Parties (as defined therein). The security interest granted pursuant to the
      Security Agreement is subordinated and subject to all Existing Liens.


    


    *********************

     

    (Signature
      Pages Follow)


    
      
         

      

      
        26

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Company has caused this Debenture to be duly executed
      by a
      duly authorized officer as of the date first above indicated.

    


    
      	
              QPC
                LASERS, INC.

            
	 	 
	
              By:

            	   

	 	
              Name:

            
	 	
              Title:

            


    

    
      	
              Facsimile No. for delivery of Notices:

            	 


    

    



    
      
         

      

      
        27

        
          

        

      

      
         

      

    


    ANNEX
      A

    


    NOTICE
      OF CONVERSION

    


    The
      undersigned hereby elects to convert principal under the 10% Original Issue
      Discount Secured Convertible Debenture due July 8, 2011 of QPC Lasers, Inc.,
      a
      Nevada corporation (the “Company”),
      into
      shares of common stock (the “Common
      Stock”),
      of
      the Company according to the conditions hereof, as of the date written below.
      If
      shares of Common Stock are to be issued in the name of a person other than
      the
      undersigned, the undersigned will pay all transfer taxes payable with respect
      thereto and is delivering herewith such certificates and opinions as reasonably
      requested by the Company in accordance therewith. No fee will be charged to
      the
      holder for any conversion, except for such transfer taxes, if any.

    


    By
      the
      delivery of this Notice of Conversion the undersigned represents and warrants
      to
      the Company that its ownership of the Common Stock does not exceed the amounts
      specified under Section 4 of this Debenture, as determined in accordance with
      Section 13(d) of the Exchange Act.

    


    The
      undersigned agrees to comply with the prospectus delivery requirements under
      the
      applicable securities laws in connection with any transfer of the aforesaid
      shares of Common Stock. 

    


    Conversion
      calculations:   

    
      	
              Date
                to Effect Conversion:

            
	 
	
              Principal
                Amount of Debenture to be Converted:

            
	 
	
              Payment
                of Interest in Common Stock __ yes __ no

            
	
              If
                yes, $_____ of Interest Accrued on Account of Conversion at
                Issue.

            
	 
	
              Number
                of shares of Common Stock to be issued:

            
	 
	
              Signature:

            
	 
	
              Name:

            
	 
	
              Address
                for Delivery of Common Stock Certificates:

            
	 
	
              Or

            
	 
	
              DWAC
                Instructions:

            
	 
	
              Broker
                No:____________________

            
	
              Account
                No:___________________

            


    


    
      
         

      

      
        28

        
          

        

      

      
         

      

    


    Schedule
      1

    


    CONVERSION
      SCHEDULE

    


    The
      10%
      Original Issue Discount Secured Convertible Debentures due on July 8, 2011
      in
      the aggregate principal amount of $____________ are issued by QPC Lasers, Inc.,
      a Nevada corporation. This Conversion Schedule reflects conversions made under
      Section 4 of the above referenced Debenture.

    


    Dated:
      

    


    
      	
              Date
                of Conversion

              (or
                for first entry, 

              Original
                Issue Date)

            	
               

            	
               

              Amount
                of 

              Conversion

            	
               

            	
              Aggregate
                

              Principal
                

              Amount
                

              Remaining
                

              Subsequent
                to 

              Conversion

              (or
                original 

              Principal
                

              Amount)

            	
               

            	
               

              Company
                Attest

            
	
               

            	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
               

            	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    


    
      
         

      

      
        29